Overseas investment regulations

The reforms reflect the Government’s ‘Going for Growth’ agenda to accelerate the New Zealand economy, by enabling and encouraging high-quality foreign direct investment into New Zealand. The Overseas Investment Act 2005 (OIA) reflects this in its amended purpose following the new reforms, by recognising the role of overseas investment in increasing economic opportunity through enabling timely consent of less sensitive investments. 

The scope of what is screened has not changed following the reforms, but the way many lower-risk transactions are assessed has been streamlined. Broadly, the regime is now intended to enable faster consent for less sensitive investments, while preserving more detailed review for transactions that may raise national interest concerns. In practical terms, most significant business asset transactions and sensitive land transactions that do not involve farm land or residential land will be assessed under a more streamlined, national interest-based pathway. 

Farm land, residential land and fishing quota continue to be treated as special categories and remain subject to more specific screening rules.

The reforms also provide a new pathway for overseas investors to buy or build a house worth $5 million or more, if they hold an Active Investor Plus, Investor 1 or Investor 2 residency visa. 

Overall, the reforms represent a clear shift in New Zealand’s foreign direct investment framework.

What is screened

The overseas investment regime screens certain investments by overseas persons in:

• Significant business assets
• Sensitive land

Regulator

The Overseas Investment Office (OIO) oversees the overseas investment regime and assesses applications for consent.

Overseas person

An overseas person broadly includes an entity that is incorporated outside of New Zealand, and any person who is not a New Zealand citizen or ordinarily resident in New Zealand. 

The definition also captures any entity in which overseas persons have more than 25% ownership or control, unless the entity is listed. 

In the case of a listed entity, the entity will not be an overseas person if overseas persons own less than 50% of their securities, and overseas persons with 10% or more of its securities do not collectively control more than 25% of the total securities or 50% or more of the board of directors. 

Even where a transaction takes place outside of New Zealand, if it involves New Zealand assets downstream (or where a target business has interests in ‘sensitive land’ in New Zealand – which can include leasehold interests), OIO consent may still be required. Where any New Zealand assets or land interests are involved, investors should make an early assessment of whether OIO consent is required.

Associates

The associate rules may require a New Zealand person to obtain consent where it acquires an investment on behalf of an overseas person. The associate rules prevent overseas persons from avoiding the OIA by using a third party, such as an agent, trustee, nominee or representative. The associate rules also extend to informal or unwritten arrangements and understandings. The assessment is fact-specific and focuses on the substance of the arrangement.

If the associate provisions apply, the New Zealand associate must obtain OIO consent before acquiring the investment.

There are different application pathways for consent depending on the transaction. Each consent pathway requires the investor to submit an application in the prescribed format for that pathway, and pay a filing fee.

The primary consent pathway is the main application pathway for consent to invest in significant business assets and sensitive land (other than where they include residential land or farm land, or an investment in fishing quota). This replaces the benefit to New Zealand and investor tests for all investments (other than those in residential land, farm land and fishing quota) with a three-stage national interest test. 

The other pathways include:

• The benefit to New Zealand consent pathway where the overseas person wants to invest in land that includes residential land (and the other pathways for residential land do not apply) and/or farm land. However, in the case of farm land, a modified benefit test will apply
• The forestry pathway provides an application pathway for investment in sensitive land used for production forestry
• There are various pathways for migrants and visa holders to acquire residential property, including the new $5 million-plus home pathway for qualifying investor visa holders to buy or build a house worth more than $5 million
• The residential land development pathways for investors to acquire residential land to develop.

What is screened?

1. Investment in significant business assets.

An investment in significant business assets includes:

• The acquisition of more than 25% interest in a business (or the increase of an existing stake over certain control thresholds) where the consideration paid for the New Zealand part of the investment exceeds NZ$100 million
• The acquisition of more than a 25% interest in a business (or the increase of an existing stake over certain control thresholds) where the value of the New Zealand assets exceed NZ$100 million
• The establishment of a business in New Zealand where the total expenditure expected to be incurred in establishing the business exceeds NZ$100 million
• The acquisition of property (including goodwill and other intangible assets) where the consideration paid exceeds NZ$100 million

Investors from certain countries with trading arrangements with New Zealand will benefit from elevated monetary thresholds, rather than the default NZ$100 million threshold listed above. For instance, the NZ$100 million threshold increases to:

• NZ$200 million for certain non-government investors from member countries/separate customs territories to international agreements¹
• NZ$676 million for certain Australian non-Government investors for the year to 31 December 2026 (subject to annual adjustment)

2. Investment in sensitive land (other than residential land, farm land or fishing quota)

Land can be sensitive because of the type of land it is, and its size compared to a prescribed land area threshold. For example, non-urban land over 5ha would be considered sensitive land. 

Land can also be sensitive because it adjoins certain types of land and is larger than a listed area threshold. For example, land over 0.2ha and adjoining marine and coastal areas is considered sensitive land. 

If the relevant land is or includes farm land or residential land, or the investment involves fishing quota, the primary consent pathway is not available and the specific consent pathway for the relevant investment should be considered.

How is the investment assessed under the primary consent pathway?

The investment is assessed under three stages:

National interest test

The national interest test determines whether an overseas investment transaction may be contrary to New Zealand’s national interest. A transaction may be defined as a transaction of national interest by the mandatory criteria specified in the OIA, being:

• Where the investment involves land or assets used for strategically important business)²
• Where the investment would result in non-New Zealand government investors acquiring more than 25% ownership or control interest in the target business

In considering risks under the national interest test, the Government has directed the OIO to focus on factors such as:³

• The nature of the asset – including whether the asset has features that make foreign ownership or control sensitive, such as links to critical infrastructure, strategically important businesses, or significant personal data
• The investor ownership structure – including the investor’s operations, history, governance, and whether the structure is transparent enough for the OIO to assess control and risk
• New Zealand’s international position – including whether the transaction could adversely affect New Zealand’s international relations or reputation
• Nationally significant land interests – including land with conservation, heritage, Te Tiriti o Waitangi, wāhi tapu or similar significance
• Countervailing benefits – including whether the benefits of the investment, and its alignment with Government priorities, sufficiently offset any material national interest risk

Other tests that must be met 

Investments in sensitive land also require the investor test to be met. Broadly, the investor test considers whether investors are not unsuitable to own or control sensitive New Zealand assets. The test includes character factors (convictions, significant fines, corporate fines or being ineligible to come to New Zealand) and capability factors (prohibitions on being a director, penalties for tax avoidance or evasion or unpaid tax of NZ$5 million or more). 

The benefit to New Zealand test must also be met if the land includes farm land or certain types of residential land. The benefit to New Zealand test compares the likely result of the overseas investment against the existing state of affairs. If the land includes farm land that exceeds 5ha, a modified benefit test applies. See further below for an overview of investment in farm land.

Fees 

The OIO’s filing fee for the primary consent pathway is NZ$16,960 for the stage one assessment. If the application requires a full national interest assessment, an additional OIO filing fee of NZ$83,700 generally applies, reduced to NZ$61,800 where the transaction is a transaction of national interest only because it falls within the specified non-New Zealand government investor categories.

What is screened?

The active investor visa pathway is a targeted pathway for qualifying investor visa holders to buy or build residential land in New Zealand. The pathway is limited to one residential property, and cannot be relied on to accumulate multiple residential land interests. 

This pathway is available to holders of an Active Investor Plus visa, Investor 1 visa or Investor 2 visa. This pathway applies where the investor seeks consent to acquire residential land where:

• The land is residential land, being land categorised as residential or lifestyle on the District Valuation Roll
• The land is not otherwise sensitive land
• The land already has a dwelling on it, or a new dwelling will be built on the land
• The agreed purchase price for the land, or the agreed purchase price plus the cost of building the dwelling, exceeds NZ$5 million

How is the investment assessed under this pathway?

Consent will generally be granted if the OIO is satisfied that the investor holds a qualifying visa and the NZ$5 million threshold will be met, and the acquisition is not contrary to New Zealand’s national interest.

The national interest test operates as a backstop. In practice, it is expected to be used only in rare cases where the proposed acquisition raises national security, public order or other national interest concerns.

Fees

The OIO’s filing fee depends on whether the investor is buying an existing dwelling or land on which a dwelling will be built.

If the land includes an existing dwelling and the purchase price exceeds NZ$5 million, the OIO’s filing fee is NZ$2,040.

In all other cases, including where the investor is buying land and building a new home so that the purchase price plus build cost exceeds NZ$5 million, the OIO’s filing fee is NZ$3,500.

If the application requires a full national interest assessment, a further fee of NZ$83,700 may apply.

Timing 

Timing for OIO consent should be built into the transaction plan from the outset. 

From 6 March 2026, the reformed regime introduced a faster primary consent pathway for many significant business asset and sensitive land transactions, other than farm land, residential land and fishing quota. The statutory timeframe for the first-stage national interest screening process is 15 working days. If a transaction is escalated to a stage two national interest assessment, a further 55 working days may be added.

The Government has directed OIO to focus its resources on higher-risk transactions and to assess 80% of initial national interest screening applications within five working days, excluding time where the OIO is waiting for information from the applicant. As at July 2026, the OIO has reported that it is generally meeting this five working day timeframe for investments that are considered unlikely to present a national interest risk.⁴ The Government has also directed the OIO to assess 80% of consent applications within half of the relevant regulatory timeframe. 

Some applications will continue to require longer assessment periods. Farm land benefit applications remain subject to a 100 working day timeframe, general benefit to New Zealand applications are generally subject to a 70 working day timeframe, and fishing quota applications have a 200 working day timeframe. 

The practical point for investors is that shorter statutory timeframes place more emphasis on getting the application right at the start. Experienced advisers can help identify the correct pathway, anticipate any national interest issues, prepare the evidence the OIO will expect, and align the consent process with signing, conditions, financing and completion. A clear, well-evidenced application that responds to the OIO’s current areas of focus will be best placed to preserve the benefit of the faster reformed pathways.

If an overseas person is investing in a strategically important business, the transaction may need to be notified to the OIO, even where OIO consent is not otherwise required.

Notification of a transaction is mandatory if the target business researches, develops, produces, or maintains military or dual-use technology, or is a critical direct supplier (published or unpublished) to the New Zealand Defence Force, the Government Communications Security Bureau, or the New Zealand Security Intelligence Service.

Notification of a transaction is voluntary in certain other types of businesses, including certain types of business involved in airports, ports, electricity generation, distribution, metering, or aggregation, water infrastructure, telecommunications, financial institution or financial infrastructure, sensitive information, or is a media business with significant impact.

The notification regime does not generally depend on the value of the transaction and may apply to acquisitions of interests that do not otherwise trigger OIO consent.

Where notification is voluntary, an investor may choose to notify the transaction and seek clearance. If the OIO determines that the transaction does not pose a significant risk to New Zealand’s national security and public order, that clearance operates as a safe harbour against later Government intervention, subject to limited exceptions such as false or misleading information.

If a transaction is not notified, the OIO could call in the transaction at a later time to assess the potential risk to New Zealand’s national security and public order.

If the OIO makes an assessment that the transaction poses a significant risk to New Zealand’s national security and public order, the Government can block the transaction, impose conditions, or order the disposal of assets.

Farm land carries significant cultural and economic value in New Zealand and there are special rules in place for overseas investments in farm land. 

Farm land remains a special category under the overseas investment regime. Unlike most significant business asset and sensitive land transactions, an investment in farm land is not assessed under the streamlined primary consent pathway. Overseas investors generally need to satisfy the benefit to New Zealand pathway, including the farm land benefit test.

Farm land is defined as land that is, at the time of the consent application, used exclusively or principally for:

• Agricultural purposes – this covers growing crops and raising livestock
• Horticultural purposes – activities like managing orchards, vineyards and growing in glasshouses or hydroponic systems
• Pastoral purposes – grazing livestock is included

Land that is principally or exclusively used for forestry is not considered farm land, and special rules apply to investment in forestry. 

The status of land as farm land is assessed by reference to its actual use, not the investor’s intended future use. For example, land that is currently used principally for farming may still be farm land even if the investor intends to convert it to another use after acquisition. The OIO may also consider the nature of the land and its historic use when assessing whether the farm land rules apply.

Where the farm land benefit test applies, the investor must show that the investment is likely to result in sufficient benefit to New Zealand. For farm land, this is an elevated benefit test: the benefits must substantially meet the economic benefit factor and/or the New Zealand oversight or participation factors. Relevant benefits may include new capital investment, jobs, increased productivity, export receipts, processing activity, environmental improvements, or New Zealand participation in the investment or its governance.

Farm land must be advertised on the open market before any overseas person enters into an agreement to acquire farm land (which can include a binding term sheet). This advertising requirement is intended to provide New Zealand persons with sufficient opportunity to acquire the farm land. In some circumstances, it is possible to obtain an exemption from this advertising requirement. 

Investors looking at farm land should assess the OIO position early. The analysis can affect transaction structure, timing, conditions, due diligence sequencing and whether an advertising exemption should be sought.

Solar and wind projects typically require OIO consent where an overseas investor acquires interests in sensitive land (including farm land) required to develop the solar or wind farm.⁵

Although solar and wind farms usually involve similar types of land (particularly farm/rural land), there are some differences between them that are pertinent to the overseas investment regime. 

Easements are exempted interests under the OIO regime, and so consent is not required where the rights granted are properly characterised as an easement. This is particularly relevant for wind farm developers, where the project footprint is usually limited and there is limited disruption to the landowner’s enjoyment and control of the land. 

However, the rights required by a developer of a large-scale solar farm tend to be more extensive in terms of land area used. OIO has indicated that, regardless of whether an arrangement is described as an easement, consent will be required if the rights granted to the developer are more extensive in substance and practice than an easement. This will usually be the case where the solar farm becomes the dominant use of the land, the landowner must substantially change its use of the land, or significant restrictions are imposed on the landowner’s enjoyment and control of the land. 

All solar farm developments that the OIO has considered to date have involved interests in land that were more extensive than an easement, meaning OIO consent was required. By contrast, wind farm arrangements may still be capable of being structured as easements where the landowner can continue using the land substantially as before. 

Solar farm developments may also raise practical issues with the farm land advertising requirement, as developers commonly need to secure rights to land before undertaking significant due diligence, testing or feasibility work. An exemption from the advertising requirement may be appropriate where advertising would undermine that pre-purchase investment, and a number of exemptions have been granted to solar investors on this basis.

Consent timing and cost should be built into the project plan. While farm land acquisitions are subject to a 100 working day statutory timeframe, actual consent times for the period May 2025 to April 2026 averaged 52 working days.⁶ The application fee for farm land is NZ$74,000 to NZ$141,900, plus NZ$83,700 if a national interest assessment is required.

For larger solar or wind projects, investors should also consider whether a national interest assessment may be required, particularly where a non-New Zealand government investor is involved, or where the project or the investor’s generation capacity exceeds 250MW.

OIO considerations can arise on later changes in ownership or control of an existing solar or wind farm, such as if there is significant change in ownership that involves an overseas investor. In some cases, an intensively developed solar farm may cease to be farm land by the time the development is complete. This may mean that any OIO consent in relation to the change in ownership or control could be assessed under the streamlined primary consent pathway (rather than assessed as farm land).

It is an offence under the OIA to give effect to an investment without obtaining the required OIO consent or to take steps to evade or circumvent the operation of the OIA. 

A person who breaches the OIA may be liable to a range of civil penalties and criminal fines (for instance, penalties of up to NZ$500,000 for individuals and up to NZ$10 million or three times quantifiable gain for businesses). The OIO has a range of enforcement powers available in the case of breach or non-compliance with any condition attached to a consented transaction, including applying for court orders to require the investor to dispose of assets and property.